By using or registering to use the API you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using the Service. you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
These Terms were last updated on 12 January 2019.
Definitions Application – Any software application, website, or product you create or service you offer using the API (defined below).
Data – means any data and content uploaded, posted, transmitted or otherwise made available by users via the Services, including messages, files, comments, profile information and anything else entered or uploaded into the Service by a user of the Service.
Developer Site – any site made available for developer use from time to time.
Documentation means any documentation, data and/or information that we provide regarding the use of the API via a portal or in written correspondence.
API or “our API” means our publicly available Application Programming Interface (“API”) as well as the related API Documentation.
Brand means our Brand and brand assets, including names, logos, trade names and trademarks.
Service(s) means the online sales, marketing and management services and any Snap-ons made available (as may be changed or updated from time to time) via the Website. The “Service” does not include Data or any software application or service that is provided by you or a third party (including Applications), whether or not we designate them as “official integrations”.
“We, Us and Our”means Rex Software Pty Limited and all current and future global subsidiaries of Rex Software Pty Limited.
“you”means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service, and any person or organisation that uses the Service with the authorisation of that person or entity. “your” has a corresponding meaning.
Use of APIs and Data The following limitations apply to your use of the API:
Reliance on API. The Services are still evolving, and we need the flexibility to occasionally make changes to our APIs, including backwards incompatible ones. We will try to give reasonable notice of these changes. Also, parts of our API are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our API may change at any time, you should not rely on these behaviours.
Scope of acceptable use. You may not use the API or any other technology in a manner that accesses or uses any information beyond what we allow under these API terms or the Documentation; that changes the Service; that breaks or circumvents any of our technical, administrative, process or security measures; that disrupts or degrades the performance of the Service or the API; or that tests the vulnerability of our systems or networks.
Malware. You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data. Reverse engineering. You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the API or portion thereof;Functionality. You may not use the API to replicate or compete with core products or services we offer. You acknowledge and agree that we have or may in the future offer products or services that are similar to your Application, and nothing will prevent us from doing so.
Commercial Use. You may charge for your Application. However, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the API.
Advertising You may place advertisements on and around your Application. However, you may not:
Place any advertisements within the Services, and your advertisements may not resemble or be reasonably likely to confuse users as being a message from us;
Use Data or any content from the Service or directly from us us in any advertisements or for purposes of targeting advertisements, in your Application or elsewhere; or
use contact information obtained from us (including email addresses) to contact our users outside of the Service without their express permission.
Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of the API, as notified by us from time to time, or otherwise use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this API terms or the Documentation.
Use for promotion of gambling or adult content. You must not use the API in any Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 18 years of age, or otherwise violates any applicable law or regulation.
Distribution of your application. You may not distribute or allow access to the API to anyone other than, if applicable, the entity on whose behalf you entered into these API terms. Anyone who wants to access our APIs must agree to be bound by these API terms.
Use of Brand or Marks. You must not use the Brand in a way that suggests your service is endorsed by, sponsored by, or associated with us.
Storage of data
No Storing. You may not copy or store any Data or capture or store any information expressed by the Data (such as hashed or transferred data), except to the extent permitted by these API terms, or where we have previously provided our express consent in writing.
Caching Data. Where Data is cached, you should refresh the cache at least every 24 hours.
Secure Storage Measures. All Data should be stored and served using strong encryption.
Delete at User Request. You must delete all Data you have collected from our users upon request by a user, and when the user deauthorizes your Application or closes his or her account with you. Similarly, when a team stops using your Application, you should delete all Data obtained from that team. The restrictions of this Section do not apply to Data that users also provide directly to you and that is separately entered or uploaded to you by the user of your Application.
Deletion at Termination. If we terminate your use of the APIs for any reason, then you must permanently delete all Data and any other information that you stored pursuant to your use of the APIs, except when doing so would cause you to violate any law or obligation imposed by a governmental authority. This provision does not require a user to delete Data stored in the Service if the user is prohibited from accessing the API.
Protections. The network, operating system and software of your web servers, databases, and computer systems (collectively, “Your Systems”) must be properly configured to securely operate your Application and store Data. Your Application must use reasonable security measures to protect your users’ information. You must not architect or select Your Systems in a manner to avoid the foregoing obligation.
Reporting. You must promptly report any security deficiencies in, or intrusions to, your Systems to us in writing via email to email@example.com or subsequent contact information posted on the Developer Site. This includes any unauthorized access, use, disclosure or destruction of Data. You will work with us to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving the Application, APIs or Data, you will make no public statements regarding such deficiencies or intrusions (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from us in each instance.
Government Access You will not knowingly:
Allow or assist any government entities, law enforcement, or other organizations to conduct surveillance or obtain data using your access to the API in order to avoid serving legal process directly on us. Any such use by you for law enforcement purposes is a breach of these API terms.
Display, distribute or otherwise make available Data or any Application to any person or entity that you reasonably believe will use Data to violate the Universal Declaration of Human Rights, including without limitation Articles 12, 18, or 19. You will not conduct and your Application will not provide analyses or research that isolates a small group of individuals or any single individual for any unlawful or discriminatory purposes. Exemptions to these restrictions may be requested for exigent circumstances and are subject to prior written approval from us.
Intellectual Property As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (1) the API and Documentation; (2) Data; (3) the Services; and (4) the Brand (collectively, the “ Materials”). The only exception to this is Data that you or a user has licenced to us under our general terms and conditions, which governs that Data. Except for the express licenses granted in these API terms, we do not grant you any right, title, or interest in the Materials. You agree to take such actions as we may reasonably request to perfect our rights to the Materials.
Term and termination
Duration of Terms. These API terms will go into effect on the date upon which you agree to them, by accessing or using the API, and will continue until terminated as set forth herein.
Your Right to Terminate. You may terminate these API terms by discontinuing use of our APIs.
Suspension; Termination. We may change, suspend or discontinue the API and suspend or terminate your use of the API, the Service, and/or Brand at any time and for any reason, without notice. Without limiting the above clause 9.2(a)foregoing, we may limit your Application’s access to the API if it, in our sole discretion, may negatively affect our Service or our ability to provide our Service.
Effect of Termination. Upon termination of these API terms:
All rights and licenses granted to you will terminate immediately;
You will promptly destroy Documentation and any other information in your possession or control that was received under these API terms;
Unless we agree otherwise in writing or as stated in these API terms, you must permanently delete all Data and other information that you stored pursuant to your use of the APIs. We may request that you certify in writing your compliance with this section; and
We will make commercially reasonable efforts to remove all references and links to your Application from our Services (we have no other obligation to delete copies of, references to, or links to your Application).
The following clauses of these API terms will survive any termination.
Other Important Terms
Legal Representations. You represent and warrant to us that, excluding our Materials, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use of your Application by us and our users will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), the laws of any country in which your Application is made available and any applicable export laws.
No reliance. Parts of the API are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of the API may change at any time, you should not rely on these behaviours.
Modification of these API terms. We may change, add to or delete these API terms or any portion thereof from time to time in our sole discretion. If we make a material change to these API terms, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice our Website. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the API. If any change in unacceptable to you, then your only recourse is to cease all use of the API. Your continued access or use of the API will mean that you agree to the updates and modifications.
Other Applicable Agreements. You and your Application must also comply with the following, which are hereby incorporated by reference:
In the event of any conflict between the content in this document and the above documents, this document controls your use of the APIs.
Disclaimer of Warranties; Limitation of Liability; Indemnity
NO WARRANTIES. THE API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM US OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API TOS.
LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) AUSTRALIAN DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Indemnity. You agree to defend, hold harmless and indemnify us, and our subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users’ use of the Application, API or Data, use of Brand, or violation of these API terms, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.
Technical Problems: In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting us. If you still need technical help, please check the support provided online on our Website or failing that email us at firstname.lastname@example.org.
Service availability: Whilst we intend that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason we have to interrupt the Services for longer periods than we would normally expect, we will use reasonable endeavours to publish in advance details of such activity on the Website.
Waiver: If either party waives any breach of these API terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
No Assignment: You may not assign or transfer any rights to any other person without our prior written consent.
Governing law and jurisdiction: The law of the state of Queensland, Australian law governs this Agreement and you submit to the exclusive jurisdiction of the courts of Queensland, Australia for all disputes arising out of or in connection with this Agreement.
Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to us must be sent to email@example.com or to any other email address notified by email to you. Notices to you will be sent to the email address which you provided when setting up your access to the Service.
Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.